Drafting a trademark licence that survives a quality-control challenge
A trademark licence without real quality control can cost the licensor the mark. The clause that prevents it is four paragraphs long. Here they are.
IP Licensing and Contracts
Draft, negotiate and close the agreements that make IP worth money: trademark licences, technology and software licences, assignments, and the clauses that decide every dispute.
What you will actually be able to do after this
- Write a due diligence memo on an IP portfolio that tells the client what they are actually buying
- Draft a grant clause that gives away exactly what was agreed and nothing more
- Draft a trademark licence with quality-control provisions that will hold up in India
- Separate a software licence from a SaaS subscription and draft the IP clauses for each
- Structure and draft a royalty schedule, with audit rights that get used
- Draft a copyright assignment that satisfies Section 19 and an employee IP clause that covers the gap the statute leaves
- Negotiate the ten clauses that are always negotiated, from either side of the table
About the course
Licensing is where IP meets money, and where most of the drafting errors that end in litigation are made. This course is for the lawyer who has to turn a term sheet into a signed agreement and the founder who has to read what comes back.
You will work with six real agreements: a food franchise, a pharma technology transfer, a SaaS contract, a brand licence for a celebrity venture, a software assignment and a cross-border patent licence. Each exercise asks you to draft or redraft a clause before you see ours.
The course ends with a two-sided negotiation simulation. You draft the licensor's position, then the licensee's markup, then the compromise. Most students report that this module alone changed how they read contracts.
Curriculum
01What is actually being licensed3 lessons
- Identifying the IP: registered, unregistered, pending and know-how
- Due diligence: chain of title, encumbrances, recordals
- Exercise: diligence memo on a brand portfolio
02Anatomy of a licence4 lessons
- The grant clause: scope, territory, exclusivity, field of use, sub-licensing
- Term, renewal and termination triggers
- Representations, warranties and the indemnity trade-off
- Exercise: redraft a grant clause that gives away too much
03Trademark licences4 lessons
- Quality control: why it is not optional in India
- Permitted use and registered-user recordal
- Franchise agreements as trademark licences in disguise
- Exercise: draft a brand licence for a food franchise
04Technology and software licences4 lessons
- Patent licences: improvements, grant-backs and field restrictions
- Software: licence versus SaaS subscription, source escrow, open-source audits
- Know-how and confidentiality that survives termination
- Exercise: draft the IP clauses for a SaaS agreement
05Money4 lessons
- Royalty structures: running, minimum, lump-sum, milestone
- Audit rights that get used
- Withholding tax, GST and the cross-border wrinkle
- Exercise: model and draft a royalty schedule
06Assignments and employee IP4 lessons
- Assignment formalities under Section 19 of the Copyright Act
- Employee and contractor IP: what the default actually is
- Moral rights and the waiver question
- Exercise: draft an assignment and a contractor IP clause
07Negotiation4 lessons
- The ten clauses that are always negotiated, and the positions on each
- Reading the other side's markup
- Simulation: a brand licence negotiated from both sides
- Exercise: produce the final agreed draft with a cover note
Who this is for
Take it if
- Transactional lawyers who have been handed their first licence
- In-house counsel at brand, pharma and technology companies
- Founders negotiating with distributors, franchisees or investors
- IP prosecution lawyers moving into transactional work
Skip it if
- You want contract law theory rather than drafting
- You only need an NDA; there are free ones
- You need US or EU-governed templates; this is Indian law throughout
Questions
Are the templates editable?
Yes. Every template is a Word document you can adapt. They are starting points, not substitutes for judgement.
Is there a module on open source?
Open-source audits are covered inside the software module. A dedicated open-source compliance course is planned for 2027.
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